Adjunct Superintendent Resolution No. 054-2025-SMV/10

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
Adjunct Superintendent Resolution SMV
No. 054-2025-SMV/10
Lima, October 17, 2025
Subject: FLIP Sociedad Administradora de
Fondos S.A.C. is sanctioned with a fine of 10,815 UIT equivalent to S/49,131.00 (forty-nine thousand one hundred thirty-one and 00/100 soles) for having committed seven (7) minor infractions typified in Annex I, section 3, subsection 3.1 of the Sanctions Regulation, for failing to submit contingent information within the deadline established by the applicable regulations.

Administered Entity: FLIP Fund Management Company Closed Joint Stock Company Subject: Administrative sanctioning procedure File No.: 2025027701

The Adjunct Superintendent of Prudential Supervision SEEN:
Administrative file No. 2025027701, and Report No. 1394-2025-SMV/10.3, issued by the General Superintendent of Prudential Compliance; as well as the defenses presented by FLIP Fund Management Company Closed Joint Stock Company; and,

CONSIDERING:

1. In accordance with Article 1 of Law No. 29782, Law on
   Strengthening the Supervision of the Securities Market, the name of the National Commission for the Supervision of Companies and Securities (CONASEV) is replaced by that of the Securities Market Superintendence (SMV), so that any reference to CONASEV in legal norms shall be understood as a reference to the SMV;

I. FACTS
2. Within the supervisory functions assigned
to the SMV, an evaluation was carried out regarding the timely submission of contingent information by FLIP Fund Management Company S.A.C.

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
(formerly Independiente 1 Fund Management Company S.A.C.) (hereinafter, FLIP SAF);
3. As a result of said evaluation and under the authority
of the provisions of the Single Text of the General Administrative Procedure Law No. 27444, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO LPAG), through Office No. 3523-2025-SMV/10.3, notified on June 26, 2025 (hereinafter, CHARGES OFFICE), an administrative sanctioning procedure was initiated against FLIP SAF for infractions against the Regulation on Mutual Investment Funds and their Management Companies approved by CONASEV Resolution No. 068-2010- EF/94.01.1 and its amendments (hereinafter, REGULATION) and the Regulation on Material Facts and Confidential Information, approved by SMV Resolution No. 005-2014- SMV/01 and its amendments (hereinafter, RHI), in force at the time the facts occurred, for failing to timely submit the following information:
a) The communication of the material fact regarding the hiring of Flip Inversiones S.A.C. as the placement agent for the mutual fund Independiente PMG FMIV (hereinafter, FUND PMG), which occurred on March 15, 2022 2. This material fact should have been communicated to the Securities Market Public Registry (RPMV) on the day it occurred; however, it was reported on August 09, 2022 3. b) The communication of the material fact regarding the hiring of Flip Inversiones S.A.C. as the placement agent for the mutual fund Aggressive Dollars FMIV (hereinafter, FUND AGGRESSIVE), which occurred on March 15, 2022 4. This material fact should have been communicated to the RPMV on the day it occurred; however, it was reported on August 09, 2022 5. c) The communication of the material fact regarding the hiring of Flip Inversiones S.A.C. as the placement agent for the mutual fund Independiente Treasury Dollars FMIV (hereinafter, FUND TREASURY), which occurred on March 15, 2022 6. This material fact should have been communicated to the RPMV on the day it occurred; however, it was reported on August 09, 2022 7. d) The communication of the material fact regarding the investment excess in the instrument SPDR Dow Jones Industrial Average ETF Trust in FUND AGGRESSIVE which occurred on December 07, 2021 8. This fact should have been communicated on December 9, 2021 9; however, it was communicated to the RPMV on January 02, 2023 10.

1 By means of the Universal Shareholders' Meeting held on August 01, 2024, the social denomination of the Company was approved to be modified to “FLIP FUND MANAGEMENT COMPANY CLOSED JOINT STOCK COMPANY”. This modification was registered in SUNARP on September 09, 2024 (File No. 2024038609). 2 In accordance with the contract for the placement of participation quotas dated March 15, 2022, it should be noted that this contract was reported on June 08, 2022 by FLIP SAF, through file No. 2022022928. 3 File No. 2022033204 4 Ibid. 2 5 File No. 2022033205 6 Ibid. 2 7 File No. 2022033206 8 In accordance with the daily information sent, in accordance with what is stated in article 134, letter a) of the REGULATION and the technical specifications of the information to be sent by the Management Companies of Mutual Investment Funds in Securities. 9 In accordance with what is established in sections 2, letter b), 3.1 and 5.5 of the Technical Specifications of the information to be sent by the Management Companies of Mutual Investment Funds in Securities, approved by General Management Resolution No. 058-2010-EF/94.01.2, the valuation file with the detail of instruments in the investment portfolio of a fund is reported daily and the periodicity of sending information is no later than 20:00 hours on the next business day. It should be noted that December 08, 2021, was a holiday. 10 File No. 2023000169

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence e) The communication of the material fact regarding the investment excess in the instrument SPDR S&P 500 ETF Trust in FUND AGGRESSIVE which occurred on December 07, 2021 11. This fact should have been communicated on December 9, 2021 12; however, it was communicated to the RPMV on January 02, 2023 13. f) The communication of the material fact regarding the investment excess in the instrument SPDR Dow Jones Industrial Average ETF Trust in FUND PMG which occurred on May 12, 2022 14. This fact should have been communicated on May 13, 2022 15; however, it was communicated to the RPMV on January 02, 2023 16. g) The communication of the material fact regarding the investment excess in the instrument SPDR S&P500 ETF Trust in FUND PMG which occurred on May 12, 2022 17. This fact should have been communicated on May 13, 2022 18; however, it was communicated to the RPMV on January 02, 2023 19;
4. The non-compliances indicated are typified as minor infractions, in accordance with what is established in Annex I, section 3, subsection 3.1 of the Sanctions Regulation, approved by Resolution No. 035-2018-SMV/01 (hereinafter, SANCTIONS REGULATION), according to which it constitutes an infraction: “To submit outside the established deadline, or to do so incompletely, or, without observing the technical specifications approved by the SMV or without communicating the approval by the corresponding corporate body, to the SMV, to the Stock Exchange, to the entity in charge of the centralized negotiation mechanism or to any other entity or subject of the securities market, the individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, material facts, and annual reports”;
5. Through a document presented on July 07, 2025,
FLIP SAF presented the defenses requested by the CHARGES OFFICE;
6. The charges formulated, as well as the defenses
presented by FLIP SAF have been the subject of evaluation by the General Superintendent of Prudential Compliance in Report No. 1394-2025-SMV/10.3, which has been submitted to the knowledge of this Adjunct Superintendence;
7. In observance of the Principle of Due Process contemplated both in Article IV, subsection 1, numeral 1.2 of the Preliminary Title, as well as in Article 248°, numeral 2, of the TUO LPAG, through Office No. 5629-2025-SMV/10, the administrative file to which this resolution refers was made available to FLIP SAF for its review;

II. MATTERS TO BE DETERMINED
8. In the present administrative procedure, at
the discretion of this Adjunct Superintendence, it corresponds to determine the following:

11 Ibid. 7
12 Ibid. 8
13 File No. 2023000169
14 Ibid. 7
15 Ibid. 8
16 File No. 2023000169
17 Ibid. 7
18 Ibid. 8
19 File No. 2023000169

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence a. Whether FLIP SAF incurred or did not incur an infraction for not communicating the material fact regarding the hiring of Flip Inversiones S.A.C. as the placement agent for FUND PMG, which occurred on March 15, 2022, subject to charges, within the deadline established in Article 9, numeral 9.1 of the RHI. b. Whether FLIP SAF incurred or did not incur an infraction for not communicating the material fact regarding the hiring of Flip Inversiones S.A.C. as the placement agent for FUND AGGRESSIVE, which occurred on March 15, 2022, subject to charges, within the deadline established in Article 9, numeral 9.1 of the RHI.
c. Whether FLIP SAF incurred or did not incur an infraction for not communicating the material fact regarding the hiring of Flip Inversiones S.A.C. as the placement agent for FUND TREASURY, which occurred on March 15, 2022, subject to charges, within the deadline established in Article 9, numeral 9.1 of the RHI.
d. Whether FLIP SAF incurred or did not incur an infraction for not communicating the material fact regarding the investment excess in the instrument SPDR Dow Jones Industrial Average ETF Trust in FUND AGGRESSIVE, which occurred on December 07, 2021, subject to charges, within the deadline established in Article 9, numeral 9.1 of the RHI. e. Whether FLIP SAF incurred or did not incur an infraction for not communicating the material fact regarding the investment excess in the instrument SPDR S&P 500 ETF Trust in FUND AGGRESSIVE, which occurred on December 07, 2021, subject to charges, within the deadline established in Article 9, numeral 9.1 of the RHI. f. Whether FLIP SAF incurred or did not incur an infraction for not communicating the material fact regarding the investment excess in the instrument SPDR Dow Jones Industrial Average ETF Trust in FUND PMG, which occurred on May 12, 2022, subject to charges, within the deadline established in Article 9, numeral 9.1 of the RHI. g. Whether FLIP SAF incurred or did not incur an infraction for not communicating the material fact regarding the investment excess in the instrument SPDR S&P500 ETF Trust in FUND PMG, which occurred on May 12, 2022, subject to charges, within the deadline established in Article 9, numeral 9.1 of the RHI. h. Whether it corresponds or not to impose a sanction on FLIP SAF;

III. ANALYSIS
A. Of the applicable regulations
9. Regarding the communication of material facts, letter d) and h) of Article 131 of the REGULATION, establishes the following:
“Article 131°.- MATERIAL FACTS
The management company is obligated to send all information regarding the mutual fund under its administration that qualifies as a material fact for investors, in accordance with what is provided in the regulation on the matter, as well as by the provisions issued by the SMV. (...) Qualify as Material Facts, in addition to what is stated above, the following:
(...) d) Hiring, resignation, or termination of placement agents;

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
(...) h) Investment and participation excesses.
(...)”
10. Regarding the communication of material facts, Article 9, numeral 9.1 of the RHI provides the following:
“Article 9°.- Opportunity to inform material facts
9.1. The Issuer must inform its material fact as soon as such fact occurs or the Issuer takes knowledge of it, and in no case later than the day on which it has occurred or has been known. This information must be communicated to the SMV before any other person, entity, or means of dissemination, and simultaneously when it corresponds to the Stock Exchange or to the entity administering the respective centralized negotiation mechanism. This, regardless of whether the information has been generated or not within the Issuer itself.
(...).”
B. Of the charges formulated
11. Through the CHARGES OFFICE, charges were formulated against FLIP SAF for not communicating, within the deadline established by the regulations, the contingent information indicated in the third consideration of this resolution;
C. Of the defenses presented
12. FLIP SAF states that, with respect to the CHARGES OFFICE, they recognize their responsibility for the communicated infractions;
13. Furthermore, the management company considers that there are mitigating factors that have avoided material harm to the participants and to the market. Likewise, it develops each sanctioning criterion, as well as the mitigating factors of responsibility, in order to be considered at the time of evaluation by this Superintendence;
14. The management company states that, with respect to the infractions related to the hiring of FLIP Inversiones S.A.C. as placement agent, it adds that on August 08, 2022, through Office No. 4082-2022, the SMV required them to communicate the corresponding material facts, to which FLIP SAF, taking knowledge of the involuntary non-compliance in which they had incurred, immediately on August 09, 2022, carried out the communication of the respective material facts and the request for updating the annexes and prospectuses;
15. Regarding the infractions related to investment excesses, FLIP SAF indicates that upon Office No. 6394-2022, they took knowledge and immediately, on December 28, 2022, the investment excesses in question were remedied, adding that on January 2, 2023, it communicated as a material fact corresponding indicating the funds, instruments and percentages exceeded, the start dates and types of the excesses and the respective remedy;
16. FIIP SAF argues that said non-compliance occurred due to an involuntary operational error when configuring the investment limits applicable to the mutual funds through its system;

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
17. Likewise, FLIP SAF states that, starting from January 2023, they began to generate a daily report of investment limits, with the aim of preventing this non-compliance from occurring again, as a result they indicate that they have not exceeded an investment limit again since the case under evaluation;
D. Evaluation of the defenses
18. On this matter, it should be noted that FLIP SAF has expressly recognized its responsibility in the commission of the infractions imputed in the CHARGES OFFICE, which will be considered when determining the sanction to be imposed;
19. Notwithstanding the foregoing, it is necessary to indicate
that FLIP SAF is a company supervised by the SMV, with authorization to operate granted by Superintendent Resolution No. 119-2015- SMV/02 of November 26, 2015, and has knowledge of the applicable regulations for the submission of contingent information, so it has the obligation to comply with what is established in said regulations and therefore act diligently in the timely submission of said information. Nevertheless, this did not occur, since FLIP SAF incurred seven (7) infractions, subject of the present administrative sanctioning procedure;
20. In that sense, with respect to said infractions, it is precise to mention that management companies are obligated to present the communication of material facts at the time established in Article 9° of the RHI, that is, as soon as the fact occurs or is taken knowledge of it, in no case later than the day on which it has occurred or has been known;
21. Nevertheless, it is appreciated that FLIP SAF presented the information described in the third consideration of this Resolution, outside the deadline provided by the applicable regulations:

Letters (third consideration of the present Resolution) | Submission Date | Deadline Date | Delay (days) ---|---|---|--- a) | 9/08/2022 | 15/03/2022 | 147 b) | 9/08/2022 | 15/03/2022 | 147 c) | 9/08/2022 | 15/03/2022 | 147 d) | 2/01/2023 | 9/12/2021 | 389 e) | 2/01/2023 | 9/12/2021 | 389 f) | 2/01/2023 | 13/05/2022 | 234 g) | 2/01/2023 | 13/05/2022 | 234

22. In view of the above, it is concluded that FLIP
    SAF has not disproven the charges imputed in this regard;
23. On the other hand, regarding the arguments developed
    with respect to the sanctioning criteria and mitigating factors of responsibility, alleged by the management company, it should be indicated that these aspects will be subject to evaluation at the time of determining the sanction to be imposed;

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
24. Consequently, taking into account the
considerations indicated, it is observed that FLIP SAF incurred seven (7) infractions qualified as minor, typified in Annex I, section 3, subsection 3.1, of the SANCTIONS REGULATION, in force at the date of the commission of the facts, according to which it constitutes an infraction: “To submit outside the established deadline, or to do so incompletely, or, without observing the technical specifications approved by the SMV or without communicating the approval by the corresponding corporate body, to the SMV, to the Stock Exchange, to the entity in charge of the centralized negotiation mechanism or to any other entity or subject of the securities market, the individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, material facts, and annual reports”;

IV. EVALUATION OF THE SANCTION
25. In accordance with what is established in Article
35° of the SANCTIONS REGULATION, the commission of a minor nature infraction is subject to a sanction corresponding to a reprimand or a fine not less than one (1) and up to twenty-five (25) Tax Units (UIT);
26. In this regard, taking into account that in the present
sanctioning procedure infractions typified as minor related to the non-compliance of the deadline for the submission of contingent information are evaluated, it must be considered that subsection 1 of the “Criteria Applicable to the Administrative Sanctioning Procedure for Non-Compliance with the Regulations that Regulate the Submission of Periodic or Contingent Information”, approved by SMV Resolution No. 006-2012-SMV/01 and its amendment 20 (hereinafter, SANCTIONING CRITERIA), in force at the date the facts occurred, provides that the purpose of said criteria is “to establish the sanctioning parameters that within the framework of the General Administrative Procedure Law, the Securities Market Law and the Decree Law on Collective Fund Management Companies allow applying sanctions to issuers with values registered in the Securities Market Public Registry, legal entities registered in the Records under the charge of the SMV, and other persons obliged to submit periodic or contingent information for the non-compliances in the timely submission of said information that are typified as a minor infraction in the annexes of the Sanctions Regulation, approved by CONASEV Resolution No. 055-2001-EF-94.10. The criteria that follow are developed exclusively for the non-compliances of the regulations that regulate the submission of periodic or contingent information and are not applied extensively to other cases investigated by this Superintendence”;
27. Therefore, to evaluate the sanction that must
be imposed on FLIP SAF for the non-compliance of the deadline for the submission of contingent information described in the present administrative sanctioning procedure, it corresponds to apply the SANCTIONING CRITERIA;
28. It should be highlighted that, the application of the SANCTIONING CRITERIA, observes the principle of proportionality established in TUO LPAG, since it allows determining in a predictable manner for the administered entity, the sanctions to

20
Modified by Article 3 of SMV Resolution No. 010-2014-SMV/01 of May 22, 2014, in force from May 25, 2014.
The aforementioned resolution modified, the first paragraph of the Fourth Criterion of subsection 4.1, the numerals (ii), (iv), (v) (vi) and (vii) of subsection 4.2 of the Criteria applicable to the administrative sanctioning procedure for non-compliance with the regulations that regulate the submission of periodic or contingent information, approved by SMV Resolution No. 006-2012-SMV/01.

PERU Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores impose on securities issuers and persons registered in the RPMV for non-compliance with the deadlines for sending information to which they are obligated by the norms and for omission in sending that information required by the SMV;

29. In this sense, it must be indicated that the regulatory framework and the evaluation of the sanction that considers the SANCTION CRITERIA applied in the present case, guarantee the development of a reasonable and fair procedure, insofar as the sanction is based on an objective cause, guaranteeing the exercise of the right to defense and the use of proportionality criteria for the graduation and establishment of the sanction; it must also be indicated that the SANCTION CRITERIA are applied only for cases of infringements of the norms of opportunity. Likewise, item 4 of said criteria states that their objective is to establish the parameters that must be applied by the competent bodies of the SMV in order to avoid that it is not more advantageous for the offender to commit the sanctionable conduct and assume the sanction, than to comply with the infringed norms; specifying that the evaluation must be carried out with respect to each sanctionable infringement;

30. For the purpose of determining the sanction corresponding to the infringements under analysis, and in accordance with what is established in item 3.2 of the Sanction Criteria, the evaluation criteria set forth in article 344° of the Single Text of the Law of the Securities Market, in article 248°, item 3, of the TUO LPAG, in article 25° of the Sanctions Regulation, as well as in item 4.1 of the Sanction Criteria, whose observance is mandatory, must be taken into account;

31. Within this framework, the evaluation of the sanction must consider: a) The gravity of the damage to the public interest and/or protected legal good; b) The economic harm caused and the repercussion in the market; c) Sanction history; d) Recidivism; e) The circumstances of the commission of the infringement; f) The illicit benefit resulting from the commission of the infringement; g) The existence or non-existence of intent in the offender's conduct; and, h) The probability of detection of the infringement;

32. Regarding the gravity of the damage to the public interest and/or protected legal good, it must be taken into consideration that when it comes to the submission of periodic or occasional information, any non-compliance with the regulations on its timely presentation, that is, the non-observance of the deadlines established to present such information, affects the transparency of the securities market, insofar as this safeguard protects the right of investors (actual and potential) and the general public to access such information in a timely manner in order to adopt investment decisions or carry out a certain evaluation; as well as it affects the SMV in the implementation of its supervision and control activities that seek to protect the integrity of the market;

33. Therefore, it can be affirmed that FLIP SAF has affected the protected legal good which is the transparency of the market, since it presented the periodic and occasional information described in this resolution late;

34. It should be noted that the administrator recognizes in its defenses that with the late presentation of the observed facts, the referred protected legal good, market transparency, has been affected, indicating that it considers that the impact on information transparency has been low;

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores

35. Regarding the economic harm caused and the repercussion in the market. In the present case, it has not been evidenced that the infringements in which FLIP SAF has incurred have produced a concrete quantifiable harm in the market; that is, it has not been determined that there has been concrete harm or caused economic damage to one or more investors, so it has not been evidenced that there has been repercussion in the market;

36. Regarding sanction history, it must be pointed out that according to the SANCTION CRITERIA and article 25, letter a) of the SANCTIONS REGULATION, antecedents constitute the firm sanctions imposed by the SMV within a period of four (4) years prior to the commission of the infringements to be sanctioned, and the commission of the same infringement in the year prior to the infringement to be sanctioned is not considered an antecedent. In this sense, from the review carried out in said period, it has been verified that FLIP SAF presents the following sanction antecedents in the four (4) years prior to the commission of the infringements under analysis:

No. Resolution Resolved Firmness Antecedent Recidivism i Resolution of the Adjunct Superintendence SMV No. 026- 2018- SMV/10 21 FLIP SAF is sanctioned with eight (08) warnings for having incurred in eight (08) infringements of a light nature typified in Annex I, item 3, item 3.1 of the Sanctions Regulation, approved by CONASEV Resolution No. 055-2001-EF/94.10 and its modifications (hereinafter, PREVIOUS SANCTIONS REGULATION), for not having complied with presenting periodic and occasional information within the deadline established in the applicable regulations, and the imputation referred to the commission of the light nature infringement typified in Annex I, item 1, item 3.1 of the PREVIOUS SANCTIONS REGULATION, regarding the presentation of important facts, is archived. 07/06/2018 a), b), c), d), e), f) and g) ii Resolution of the Adjunct Superintendence SMV No. 042- 2020- SMV/10 22 FLIP SAF is sanctioned with three (3) warnings for having incurred in three (3) infringements of a light nature typified in Annex I, item 3, item 3.1 of the PREVIOUS SANCTIONS REGULATION, for not having complied with presenting periodic and occasional information within the deadline established by the applicable regulations regarding intermediate financial information, management report, and important fact. 19/11/2020 a), b), c), d), e), f) and g) iii Resolution of the Adjunct Superintendence SMV No. 063- 2021- SMV/10 23 FLIP SAF is sanctioned with one (01) warning for having incurred in one (1) infringement of a light nature typified in Annex I, item 3, item 3.1 of the SANCTIONS REGULATION, for not having complied with presenting occasional information within the deadline established by the applicable regulations. 24/01/2022 a), b), c), f) and g)

37. Notwithstanding the above, in its defenses, FLIP SAF analyzes the sanction criterion referred to sanction history, citing Resolutions of the Adjunct Superintendence of Prudential Supervision (hereinafter, RSASP), indicating that in the case of RSASP 044-2019, it does not constitute an antecedent to the infringements under evaluation, as they are non-compliances related to the PLAFT Norms, unlike the infringements mentioned in the CHARGES OFFICE;

38. Regarding this, it is necessary to specify that said Resolution orders the archiving of the administrative sanctioning procedure in application of the exemption from responsibility for voluntary remediation contained in article 257°, item 1, item f) of the TUO LPAG; therefore, it cannot be considered as an antecedent, since no sanction was imposed;

39. Regarding RSASP 042-2020, FLIP SAF considers that it does not constitute an antecedent to the infringements under evaluation, as they correspond to non-compliances not related to the timely communication of the hiring of the placing agent FLIP Inversiones S.A.C. and the investment excesses in the PMG FUND and the AGGRESSIVE FUND;

40. Regarding this, it is necessary to specify that a sanction is considered an antecedent when there are firm sanctions imposed by the SMV within a period of four (4) years prior to the commission of the infringement to be sanctioned, as indicated in letter a) of article 25 of the SANCTIONS REGULATION, so the cited regulation does not make a distinction by subject matter of the sanction or type of infringement, the imposition of a firm sanction is sufficient for it to be considered an antecedent. In this sense, resolution RSASP 042-2020 is considered an antecedent according to the table in this section;

41. Regarding the sanction imposed by RSASP 018-2022, it must be indicated that it is not considered as an antecedent, nor as recidivism because the date on which it became firm, September 23, 2022, is after the commission of the infringements under analysis;

42. Regarding recidivism for the commission of the same infringement, according to letter b) of article 25 of the SANCTIONS REGULATION, recidivism is understood as the commission of the same infringement, for which that firm sanction imposed by the SMV within a period of one (1) year prior to the commission of the infringement to be sanctioned is taken into account;

43. Within this framework, regarding the infringements referred to the important facts detailed in letters a), b), c), f) and g) of the third consideration of this Resolution, there is recidivism since through RSASP No. 063-2021-SMV/10, firm since January 24, 2022, FLIP SAF was sanctioned for a light nature infringement for not having complied with presenting periodic and occasional information within the deadline established by the regulations;

44. In its defenses, FLIP SAF mentions that RSASP 063-2021 does not constitute recidivism with respect to the infringements under evaluation as they correspond to non-compliances different from the timely communication of the imputed facts: the hiring of the placing agent FLIP Inversiones S.A.C. and the investment excesses in the PMG FUND and the AGGRESSIVE FUND;

45. Regarding this matter, it is appropriate to indicate that RSASP 063-2021 sanctioned FLIP SAF for not presenting occasional information timely within the deadline established in the regulations, it being necessary to specify that the sanctionable infringing type is the same contained in the charge of this case; that is, item 3.1 of Annex I of the SANCTIONS REGULATION 24;

46. In that sense, letters a), b), c), f) and g) of the third consideration of this resolution are infringements related to not presenting occasional information within the deadline established in the regulations, even under the same typification used in the aforementioned resolution; therefore, recidivism is configured, since it represents the same infringement and that the sanction was firm within a period of one (1) year prior to the commission of the infringements detailed in this section;

47. Regarding RSASP 042-2020, it cannot be considered recidivism because it was already qualified as an antecedent of all letters of the third consideration of this Resolution, according to the previous section, in observance of what is established in letter a) of article 25 of the SANCTIONS REGULATION;

48. As for the circumstances of the commission of the infringements, it should be mentioned that FLIP SAF, in its capacity as a company supervised by the SMV, knows the regulations that regulate the securities market and, in that sense, the regulations that oblige it to present occasional information to the SMV within the deadlines established in them; however, FLIP SAF presented late the information detailed in the third consideration of this Resolution, subject of the evaluation of this administrative sanctioning procedure; sending the information subject of the charge with delays of up to 389 days with respect to the deadline;

49. Regarding the important facts related to the hiring of FLIP Inversiones S.A.C. as a placing agent, FLIP SAF indicates that, they occurred in the context of the launch of FLIP Inversiones;

50. Regarding this, it must be pointed out that FLIP SAF is an authorized company that participates in a specialized market, therefore it knows the regulations applicable to it, regardless of the launch of its new projects;

51. In its defenses, FLIP SAF states that before Office 4082-2022 of August 8, 2022, in which it was informed that it had to communicate the important facts corresponding, it took knowledge of the involuntary non-compliance in which it had incurred, so on August 9, 2022, it carried out the communication of the respective important facts. Nevertheless, it must be indicated that, although FLIP SAF communicated the important facts related to the change of the placing agent, it was done untimely with 147 days of delay, with respect to the infringements of letters a), b) and c) of the third consideration of this Resolution;

52. As for the important facts related to the investment excesses, FLIP SAF states that, due to Office No. 6394-2022 of December 27, 2022, it took knowledge of the non-compliance and on January 2, 2023, it communicated the corresponding important facts. Nevertheless, it must be indicated that, although FLIP SAF communicated the important facts related to the investment excesses of the AGGRESSIVE FUND and the PMG FUND, it was done untimely with 389 and 234 days of delay, respectively;

53. Regarding this, it should be indicated that FLIP SAF has the obligation to carry out its activities with diligence, which allows it to comply with the requirements demanded by the regulations, in order to avoid incurring infringements, such as the non-timely communication of occasional information;

54. It must be indicated that the fact that there was no claim from any participants or the general public regarding the lack of timely communication of the important facts, does not exempt it from the duty of diligence in the development of its activities in order to comply with the obligations established by the applicable regulations;

55. Concerning the illicit benefit resulting from the commission of the infringements. Regarding this, it must be pointed out that it has not been proven that FLIP SAF has obtained a benefit that is directly related to the infringements under analysis;

56. As for the existence or non-existence of intent in the offender's conduct, it has not been evidenced that FLIP SAF has acted with intent in the commission of the infringements under analysis;

57. Regarding the probability of detection of the infringements, it must be indicated that in the present case the infringements in which FLIP SAF has incurred were evidenced as a result of the supervision and control activities carried out by the SMV regarding the compliance with the timely presentation of occasional information, in accordance with what is established in the applicable regulations; that is, they are infringements that have their origin in an objective cause, concretely identifiable; consequently, their probability of detection was high;

58. Continuing with the analysis, it corresponds to determine the sanction to be imposed on FLIP SAF. In that sense, the SANCTION CRITERIA establish that a warning sanction may be imposed when the following guidelines established in item 4.2, numeral (ii) of said criteria are met concurrently: (i) the impact on market transparency is minimal; (ii) the infringement committed has not caused concrete harm to investors or associates; (iii) the offending subject does not have antecedents or, having them, they are infringements typified as light offenses imposed in the four (4) years prior to the commission of the infringement being evaluated; (iv) the offending subject has not obtained a benefit from its illegal conduct; and, (v) it has not been proven that the offender acted with intent in the commission of the infringement;

59. Likewise, said SANCTION CRITERIA establish that if it does not correspond to apply a warning sanction, a fine sanction must be imposed;

60. On the other hand, the Gradual Regime of Sanctions for late submission of financial information, annual report and important facts, approved by SMV Resolution No. 007-2023-SMV/01 of September 04, 2023 25 (hereinafter, GRADUAL SANCTIONS REGIME) in force from January 01, 2024, establishes in article 6, numeral 6.1 that the warning sanction may be applied when the following circumstances are met concurrently: a) When the impact on market transparency is minimal. This statement is linked to the criterion of the gravity of the damage to the public interest and/or protected legal good; b) The infringement committed has not caused concrete harm to investors or associates; c) The offending subject does not have antecedents or, having them, they are sanctions corresponding to light infringements imposed by the SMV that had become firm in the four (4) years prior to the commission of the infringement being evaluated; d) The offending subject is not a recidivist; e) The offender has not obtained benefits from his administrative infringement; and f) It has not been proven that the offender acted with intent in the commission of the infringement;

61. In that sense, it corresponds to evaluate the circumstances for the application of a warning sanction established in the SANCTION CRITERIA as well as in the GRADUAL SANCTIONS REGIME, in order to determine those that are most favorable to the administrator, in application of the principle of retroactivity contemplated in item 5 of article 248°26 of the TUO LPAG;

62. It should be specified that, with respect to the infringements described in letters a), b), c), d), e), f) and g) of the third consideration of this resolution, it must be pointed out that the corresponding occasional information was presented by FLIP SAF, with delays between one hundred forty-seven (147) days and three hundred eighty-nine (389) days; therefore, the prolongation in the non-compliance with the deadline established in the regulations to present such information acquires greater relevance. Consequently, the greater delay in the presentation of such information has determined that the degree of impact on the transparency of the securities market is not minimal; therefore, it does not correspond to apply a warning sanction to the aforementioned infringements, as they do not meet the criterion established in item 4.2, numeral ii), letter i) of the SANCTION CRITERIA.

63. Likewise, the GRADUAL SANCTIONS REGIME is not more favorable; insofar as the infringements analyzed do not meet the requirement of minimal impact on the principle of transparency; nor with that of not being a recidivist, with respect to the infringements detailed in letters a), b), c), f) and g) of the third consideration of this Resolution, so it does not correspond to apply a warning sanction either;

64. In that sense, according to the guidelines established in item 4.2, numeral (iv) and (v) of the SANCTION CRITERIA, regarding the non-compliances in the submission of occasional information, it would correspond to apply to the facts under evaluation a fine sanction amounting to a total of 21.630 UIT equivalent to S/ 98,262.00 (ninety-eight thousand two hundred sixty-two and 00/100 soles); this considering that all the infringements subject of charges are typified as light offenses; in which each one, being independent, is evaluated separately carrying out an evaluation of the fine to be imposed for each infringement;

24 Regarding this, article 1 of RSASP 063-2021 indicates the following:
“Declare that Independiente Sociedad Administradora de Fondos S.A.C. has incurred in one (01) infringement of a light nature typified in Annex I, item 3, item 3.1 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (…)”

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores

65. On the other hand, we must point out that if the fine were applied according to the parameters established in the GRADUAL SANCTIONS REGIME, the amount to be imposed would be higher than that resulting from applying the SANCTION CRITERIA, insofar as the consolidated fine for the seven (07) infringements would be 45.6 UIT; so the application of said regime would not be more favorable; On the other hand, it should be noted that in the present procedure no aggravating circumstances contemplated in item 4.2, numeral (vi) of said SANCTION CRITERIA have been determined;

66. In addition to the above, it corresponds to analyze the exempting and mitigating conditions of responsibility established in article 257 27 of the TUO LPAG and in articles 26 28 and 27 29 of the SANCTIONS REGULATION, respectively;

21
Notified on May 16, 2018.
22
Notified on October 28, 2020.
23
Notified on December 29, 2022.

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores

24 Regarding this, article 1 of RSASP 063-2021 indicates the following:
“Declare that Independiente Sociedad Administradora de Fondos S.A.C. has incurred in one (01) infringement of a light nature typified in Annex I, item 3, item 3.1 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (…)”

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores

25 Published in the Official Gazette El Peruano on September 08, 2023.

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores

26
“Article 248.- Principles of administrative sanctioning power (...)
5.- Non-retroactivity.- Sanctioning provisions in force at the time the administrator incurs in the conduct to be sanctioned are applicable, unless subsequent ones are more favorable.
Sanctioning provisions produce retroactive effect insofar as they favor the presumed offender or the offender, both with respect to the typification of the infringement and to the sanction and its prescription periods, even with respect to sanctions in execution when the new provision enters into force.”

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores

“Article 257.- Exemptions and mitigating circumstances for liability for offenses

1.- The following constitute conditions exempting liability for offenses:
a) Force majeure or fortuitous event duly proven. b) Acting in compliance with a legal duty or the legitimate exercise of the right of defense. c) Mental incapacity duly proven by the competent authority, provided that this affects the ability to understand the offense. d) Mandatory order from a competent authority, issued in the exercise of its functions. e) Error induced by the Administration or by a confusing or illegal administrative provision. f) Voluntary remediation by the potential sanctioned party of the act or omission imputed as constituting an administrative offense, prior to the notification of the charge referred to in item 3) of Article 235.

2.- The following constitute conditions mitigating liability for offenses:
a) If an administrative sanctioning procedure has been initiated, the offender acknowledges their responsibility expressly and in writing.”
In cases where the applicable sanction is a fine, it is reduced to an amount no less than half of its value. b) Others established by special regulation.”

28 “Article 26.- Mitigating circumstances for liability for offenses Constitute conditions mitigating liability for offenses the following:
a) Acknowledgment of responsibility by the offender expressly and in writing, once the administrative sanctioning procedure has been initiated.
When the applicable sanction is a fine, it is reduced, taking into account the following:

1. If the acknowledgment of the offense is presented within the deadline granted for the presentation of defenses, the reduction amount shall be fifty percent (50%).
2. If the acknowledgment is presented after the expiration of the deadline granted for the presentation of defenses and before the expiration of the deadline granted to formulate allegations regarding the instruction report, the reduction amount shall be thirty percent (30%).
3. If the acknowledgment is presented after the expiration of the deadline granted to formulate allegations regarding the instruction report and until before the issuance of the sanctioning resolution, the reduction amount shall be ten percent (10%).
   The acknowledgment of responsibility regarding an offense must be made precisely, concisely, clearly, expressly, and unconditionally, and must not contain ambiguous or contradictory expressions; otherwise, it will not be understood as an acknowledgment. If defenses are presented despite having made an acknowledgment of responsibility, it will be understood as a non-acknowledgment, and the authority will proceed to evaluate the defenses. b) Contribution of the offender to the clarification of the offense. c) Remediation carried out subsequent to its request or to the initiation of the administrative sanctioning procedure.”

29 “Article 27.- Exemptions from liability for offenses Constitute conditions exempting liability for offenses the following:
a) Fortuitous event, force majeure, or another exceptional situation that, in the opinion of the SMV, is comparable to a duly proven fortuitous event or force majeure. b) Acting in compliance with a legal duty or the legitimate exercise of a right of defense. c) Mental incapacity duly proven by the competent authority, provided that this affects the ability to understand the offense. d) Mandatory order from a competent authority, issued in the exercise of its functions. e) Error induced by the Administration or by a confusing or illegal administrative provision. f) Voluntary remediation by the potential sanctioned party of the act or omission imputed as constituting an administrative offense, prior to the notification of the charge referred to in item 3) of Article 253 of the LPAG and provided that no communication demanding compliance with the obligation has been issued.”

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence

67. Regarding this matter, in accordance with what is determined in
    Article 257, paragraph 1 of the TUO LPAG and in Article 27 of the SANCTIONS REGULATION, it is observed that in the present case none of the
    scenarios that constitute exemptions from liability have been configured;
68. Likewise, we must indicate that according to
    Article 28, letter c) 30 of the SANCTIONS REGULATION, the late submission of
    important facts and financial information, among others, is not subject to remediation for the purposes of what is stipulated in letter f) of Article 27 31 of said regulation;
69. With regard to the acknowledgment of responsibility
    by the offender (Article 257, paragraph 2, item a) of the TUO LPAG and its contribution to the clarification of the offense, established in Articles 26, items a) and b), respectively, of the SANCTIONS REGULATION, it must be indicated that FLIP SAF, in accordance with what is stated in the defenses, has acknowledged its responsibility for the offenses subject of the present sanctioning procedure, expressly and in writing, within the deadline granted for the presentation of defenses, and has contributed to the clarification of the offenses; therefore, according to the mitigating circumstances for liability indicated; it corresponds to reduce the fine sanction determined by 50%;
70. In such sense, considering the CRITERIA FOR
    SANCTION analyzed, and in application of the Principle of Reasonableness contemplated in
    Article 248°, numeral 3 of the TUO LPAG which states that the sanction to be applied
    shall be proportional to the non-compliance qualified as an offense, it corresponds to impose on FLIP SAF a fine of 10,815 UIT, equivalent to S/49,131.00 (forty-nine thousand one hundred thirty-one and 00/100 soles) for the seven (07) offenses committed, in accordance with Article 35° of the SANCTIONS REGULATION
71. Being in accordance with what is disposed by Article 32°, numeral
    17, of the Regulation of Organization and Functions of the SMV, approved by Supreme Decree Nº 216-2011-EF and its modifications, as well as the CRITERIA FOR SANCTION and its modification; RESOLVES:
    Article 1º.- Declare that FLIP Sociedad Administradora
    de Fondos S.A.C. has incurred one (1) offense of a light nature typified in the
    Annex I, numeral 3, item 3.1 of the Sanctions Regulation, approved by Resolution
    SMV N° 035-2018-SMV/01, for not having timely communicated the important fact referred to the hiring of Flip Inversiones S.A.C as placement agent for the Independent PMG FMIV mutual fund, occurred on March 15, 2022.

30
“Article 28.- Scenarios in which remediation does not apply as an exemption from liability (…) c) The late or incomplete submission, or the non-submission of important facts, financial information and annual reports.”
31
“Article 27.- Exemptions from liability for offenses (…) f) Voluntary remediation by the potential sanctioned party of the act or omission imputed as constituting an administrative offense, prior to the notification of the charge referred to the LPAG and provided that no communication demanding compliance with the obligation has been issued.”

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence

Article 2º.- Declare that FLIP Sociedad Administradora
de Fondos S.A.C. has incurred one (1) offense of a light nature typified in the
Annex I, numeral 3, item 3.1 of the Sanctions Regulation, approved by Resolution
SMV N° 035-2018-SMV/01, for not having timely communicated the important fact referred to the hiring of Flip Inversiones S.A.C as placement agent for the Aggressive Dollars FMIV mutual fund, occurred on March 15, 2022.
Article 3º.- Declare that FLIP Sociedad Administradora
de Fondos S.A.C. has incurred one (1) offense of a light nature typified in the
Annex I, numeral 3, item 3.1 of the Sanctions Regulation, approved by Resolution
SMV N° 035-2018-SMV/01, for not having timely communicated the important fact referred to the hiring of Flip Inversiones S.A.C as placement agent for the Independent Treasury Dollars FMIV mutual fund, occurred on March 15, 2022.
Article 4º.- Declare that FLIP Sociedad Administradora
de Fondos S.A.C. has incurred one (1) offense of a light nature typified in the
Annex I, numeral 3, item 3.1 of the Sanctions Regulation, approved by Resolution
SMV N° 035-2018-SMV/01, for not having timely communicated the important fact referred to the excess investment in the SPDR Dow Jones Industrial Average ETF Trust instrument in the Aggressive Dollars FMIV mutual fund, occurred on December 07 of 2021.
Article 5º.- Declare that FLIP Sociedad Administradora
de Fondos S.A.C. has incurred one (1) offense of a light nature typified in the
Annex I, numeral 3, item 3.1 of the Sanctions Regulation, approved by Resolution
SMV N° 035-2018-SMV/01, for not having timely communicated the important fact referred to the excess investment in the SPDR S&P 500 ETF Trust instrument in the Aggressive Dollars FMIV mutual fund, occurred on December 07 of 2021.
Article 6º.- Declare that FLIP Sociedad Administradora
de Fondos S.A.C. has incurred one (1) offense of a light nature typified in the
Annex I, numeral 3, item 3.1 of the Sanctions Regulation, approved by Resolution
SMV N° 035-2018-SMV/01, for not having timely communicated the important fact referred to the excess investment in the SPDR Dow Jones Industrial Average ETF Trust instrument in the Independent PMG FMIV mutual fund, occurred on May 12, 2022.
Article 7º.- Declare that FLIP Sociedad Administradora
de Fondos S.A.C. has incurred one (1) offense of a light nature typified in the
Annex I, numeral 3, item 3.1 of the Sanctions Regulation, approved by Resolution
SMV N° 035-2018-SMV/01, for not having timely communicated the important fact referred to the excess investment in the SPDR S&P500 ETF Trust instrument in the Independent PMG FMIV mutual fund, occurred on May 12, 2020.
Article 8º.- Sanction FLIP Sociedad Administradora
de Fondos S.A.C. with a fine of 10,815 UIT equivalent to S/49,131.00 (forty-nine thousand one hundred thirty-one and 00/100 soles), pursuant to Articles 1°, 2°, 3°, 4°, 5°, 6° and 7° of this resolution.
Article 9º.- This resolution does not exhaust the administrative
path, unless it is consented, and may be challenged before the Adjunct Superintendent of Prudential Supervision by filing the reconsideration appeal, presented before the same, within the term of fifteen (15) working days counted from the day following its notification.
Article 10º.- In the event that this resolution is not
subject to challenge through reconsideration appeal within the term of fifteen (15) working days of being notified and becomes final, it must be published on the Institutional Website of the SMV in the Unique Digital Platform of the Peruvian State, in observance of what is stipulated in numeral 1, article 7° of the Policy on dissemination of normative projects, general character legal norms, early agenda and other administrative acts of the SMV, approved by Resolution SMV Nº 014-2014-SMV/01 and its modification, and by what is stipulated in Article 14° of the Sanctions Regulation, approved by Resolution SMV N° 035-2018-SMV/01.
Article 11º.- Transcribe this resolution FLIP
Sociedad Administradora de Fondos Closed Corporation.
Register, communicate and publish.
Omar Gutiérrez Ochoa
Adjunct Superintendent
Adjunct Superintendent of Prudential Supervision